David J. Borges
OMEROSAbout David J. Borges
David J. Borges is Vice President, Finance, Chief Accounting Officer and Treasurer of Omeros (principal financial officer and principal accounting officer) since June 30, 2024; he joined Omeros in June 2020 (Senior Director, FP&A), was promoted to Associate Vice President, FP&A in April 2022, and became CAO/Treasurer upon succession in 2024 . He is 61 as of March 13, 2025, a certified public accountant, and holds a B.S. in Commerce (Accounting) from Santa Clara University . Corporate bonus decisions for 2023 were based on qualitative corporate objectives achieved at 100% (including regulatory, clinical and financing milestones), resulting in a full target bonus payout for Borges and a $15,000 performance award; his target bonus increased to 35% with his promotion in 2024 . He serves as a Sarbanes‑Oxley certifying officer and signatory on Omeros’ SEC filings (10‑Q certifications and S‑3 power of attorney) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bulletproof 360, Inc. | Vice President, Finance & Administration | Oct 2014–Oct 2019 | Directed and managed corporate finance, accounting, IT, HR, facilities, and legal . |
| Advanced Refreshment LLC | Chief Financial Officer & Vice President | May 2009–Jun 2014 | Finance leadership at private‑label beverage producer . |
| Merck & Co., Inc. | Finance & Business Integration Director | Jul 2001–May 2009 | Finance and business integration following Merck’s acquisition of Rosetta Inpharmatics . |
| Rosetta Inpharmatics | Director of Finance & Administration/Controller | 1998–2001 | Finance leadership prior to Merck acquisition . |
External Roles
No public company board roles or external directorships disclosed for Borges in Omeros’ filings reviewed .
Fixed Compensation
| Metric | 2023 performance year (paid 2024) | 2024 performance year |
|---|---|---|
| Base salary rate | Not disclosed (Borges not an NEO in 2023) . | $325,000 adjusted base effective April 1, 2024; base salary rate set at appointment . |
| Target bonus % | 20% of 2023 base salary . | 35% of base salary (increased with promotion) . |
| Actual bonus paid ($) | $68,993 (100% of target plus $15,000 performance award) . | Not disclosed (committee established 2024 objectives; payout timing not shown) . |
| Salary reported ($) | — | $311,841 (2024 summary compensation table) . |
| All other comp ($) | — | $4,431 (2024) . |
Performance Compensation
Annual Bonus – Metrics and Payouts
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance objectives (FDA BLA resubmission plan for narsoplimab TA‑TMA; ARTEMIS‑IgAN interim/proteinuria readout; advance OMS906/OMS1029 milestones; progress oncology/infectious disease discovery programs; strengthen balance sheet via non‑dilutive financing; other strategic objectives) . | Qualitative | 100% corporate goal attainment | Achieved 100% for 2023 . | Borges: 100% of target for 2023 (plus $15,000 performance award; total $68,993) . | Cash bonus approved April 2024 . |
Equity Awards – Stock Options
| Grant date | Securities underlying options (#) | Exercise price ($/sh) | Grant date fair value ($) | Vesting schedule | Plan |
|---|---|---|---|---|---|
| Apr 25, 2024 | 95,000 | 3.06 | 242,642 | Equal monthly installments over four years beginning April 1, 2024 . | 2017 Omnibus Incentive Compensation Plan . |
Equity Ownership & Alignment
Beneficial Ownership Snapshot (as of May 23, 2025)
| Item | Amount |
|---|---|
| Exercisable stock options (within 60 days) | 81,799 . |
| Total beneficially owned shares (incl. options) | 111,799 . |
| Percent of shares outstanding | Less than 1% . |
Outstanding Options (as of Dec 31, 2024)
| Grant | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 06/08/2020 | 15,000 | — | 15.58 | 06/08/2030 . |
| 07/02/2021 | 6,233 | 567 | 14.99 | 07/02/2031 . |
| 09/21/2022 | 13,333 | 6,667 | 3.93 | 09/21/2032 . |
| 09/22/2023 | 10,417 | 14,583 | 2.94 | 09/22/2033 . |
| 04/25/2024 | 15,833 | 79,167 | 3.06 | 04/25/2034 . |
Alignment Policies
| Policy | Disclosure |
|---|---|
| Hedging | Prohibited for employees, executives and directors (no short sales, no puts/calls or derivative hedges; except company‑issued options) . |
| Pledging | Prohibited absent preclearance and board/audit committee approval; CEO has an approved exception, none disclosed for Borges . |
| Clawback | Effective Oct 2, 2023; recovers excess incentive‑based compensation over prior 3 fiscal years after a restatement; applies regardless of misconduct . |
| Ownership guidelines | Not disclosed for executives; company emphasizes stock options for alignment . |
Employment Terms
| Term | Details |
|---|---|
| Appointment & role start | Appointed VP Finance, CAO & Treasurer effective June 30, 2024; designated principal financial and accounting officer . |
| Employment agreement | No individual employment agreements for named executive officers other than CEO; Borges participates in standard programs and indemnification agreement . |
| Indemnification | Entered standard indemnification agreement (form filed as Exhibit 10.1 to S‑1) . |
| Change‑of‑control equity treatment | If no assumption/substitution, option awards fully vest and become exercisable immediately prior to change in control; if terminated without cause or constructively terminated within 12 months following change in control, outstanding option awards fully vest (double‑trigger) . |
| Illustrative equity acceleration value (12/31/2024) | $680,794 (based on $9.88 closing price and options with strike < $9.88) . |
| Severance multiples (salary+bonus) | Not disclosed for Borges; CEO agreement only . |
Say‑on‑Pay & Compensation Peer Group
Say‑on‑Pay Results
| Year/Meeting | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| 2025 Annual Meeting (June 27, 2025) | 15,086,368 | 1,856,643 | 615,511 | 25,167,461 . |
| 2024 Advisory vote (disclosed) | 69% approval; down from 89% in 2023; committee engaged shareholders and clarified 150% bonus cap going forward . |
Compensation Peer Group (used for 2024 decisions)
| Peer companies |
|---|
| Aclaris Therapeutics; Agios Pharmaceuticals; Arcus Biosciences; bluebird bio; Coherus BioSciences; Collegium Pharmaceutical; Enanta Pharmaceuticals; Esperion Therapeutics; Ironwood Pharmaceuticals; Karyopharm Therapeutics; Mersana Therapeutics; Pacira BioSciences; Vanda Pharmaceuticals . |
Compensation Structure Analysis
- Mix skewed to time‑based stock options plus annual cash bonus; committee expects to evolve toward more quantitative metrics as Omeros matures to commercial stage .
- 2023 corporate objectives achieved at 100% drove full target bonus for Borges; his target increased from 20% to 35% with promotion in 2024 .
- Equity awards vest monthly over four years and are designed to retain executives; 2024 grant to Borges: 95,000 options at $3.06 .
Risk Indicators & Red Flags
- Clawback policy aligned with SEC/Nasdaq rules; effective Oct 2, 2023 .
- Hedging and pledging restricted; no Borges pledging disclosed (CEO has approved pledging exception) .
- Related party transactions: none for Borges noted in his appointment 8‑K .
- Say‑on‑pay improved in 2025 (resolution approved); 2024 decline attributed to unique CEO bonus in 2023 .
Expertise & Qualifications
- CPA; B.S. in Commerce (Accounting) from Santa Clara University .
- Deep finance leadership across consumer, biotech integration, and corporate FP&A; SOX certifying officer at Omeros .
Investment Implications
- Alignment: Borges’ equity exposure is modest (<1% beneficial ownership) but increasing via multi‑year option grants that vest monthly; options-only equity structure ties upside to stock appreciation yet lacks performance‑conditioned equity, muting direct pay‑for‑performance sensitivity vs PSUs/TSR metrics .
- Retention: Four‑year monthly vesting supports retention; change‑of‑control provisions provide standard double‑trigger acceleration, reducing flight risk in strategic events while potentially increasing execution continuity .
- Governance/trading signals: Strong anti‑hedging policy and limited pledging (no Borges exception) reduce misalignment risk; 2025 say‑on‑pay approval and committee commitment to quantitative metrics as commercialization progresses are positives for compensation discipline .